court's final determination, and, under the provisions of the Code, Art. 5, sec. 69, the penalty of the bond to be given by the corporation, in order to stay enforcement, must not exceed ten thousand dollars.

Second. Consequences. When a judgment of forfeiture has been entered, it is provided that the charter of the corporation shall thereby be annulled and vacated; and it shall be ousted of its corporate franchises; and the court shall thereupon appoint a receiver or receivers of the corporate estate and assets; and the powers of such receivers and all the consequences of dissolution shall be such as are provided in the case of the dissolution presently discussed.

$162. Voluntary dissolution. It is a debated question whether, in the absence of statute, the majority of the shareholders or members have, against the protest of the minority, the right to wind up the corporation and surrender its charter; and, in the prevailing view, the answer depends upon the solvency or insolvency of the corporation. The subject is generally, however, covered by statute; and in Maryland, by secs. 76-81 of Code (1911), Art. 23:

76. Every corporation of this State other than a public service corporation, may by the affirmative vote of a majority of all of its members or of a majority of all its stock (or if two or more classes of stock have been issued, of a majority of each class) outstanding and entitled to vote, close its affairs and authorize a bill for its dissolution to be filed in the manner hereinafter set forth. The meeting for such purpose shall be duly warned according to the provisions of sections 15 or 16 of this Article [relating to extraordinary meetings]; and if at such meeting the said majority shall so decide, a petition for dissolution shall be forthwith filed in the name of the corporation, and on its

behalf, in a court of equity of the county or city in which its principal office is located.

77. Every such petition shall contain a statement of the reasons why the dissolution of the corporation is sought, and there shall be filed as an exhibit with it: a full and true inventory of its assets and liabilities; a list of all the stockholders, if any, their respective addresses, the number of shares belonging to each and the amount, if any, remaining due thereon; a full statement of all the incumbrances on the property of the corporation, and a full list of its creditors, with their respective addresses and the amounts due each. Such exhibit shall be verified by the oath or affirmation of some officer or stockholder of the corporation, and upon the filing of such petition accompanied by the exhibit, the court shall pass an order requiring all persons interested in the corporation to show cause by a day to be named, if any they have, why it should not be dissolved on another day to be named in said order, which said order shall be published, for such time as the court shall direct, in some newspaper published in the county or city in which such court is held; if an answer shall be filed to such petition, evidence shall be taken in the manner usual in courts of equity; if no answer is filed, or if upon consideration of the petition, answer and proof, the court shall be of opinion that no sufficient cause against a dissolution has been shown, a decree shall be entered dissolving the said corporation and appointing one or more receivers of its estate and effects, if any; and any of the directors or other officers or any of the stockholders or members of the corporation may be appointed its receivers or such other person or persons as the court may select.

79. Whenever any corporation shall be dissolved by the

decree of any court of this state, its property shall vest in its receivers appointed and named therein,' and all preferences, payments and transfers, howsoever made by it or by any of its officers on its behalf, which would be void or fraudulent under the provisions of the insolvency laws of this State, if made by a natural person, shall to the like extent and with like remedies be fraudulent and void;2 and for the purpose of setting aside such preferences, payments and transfers, the receiver of such corporation shall have all the powers vested in the permanent trustee of an insolvent. debtor and the date of the filing of the petition or bill by or against such corporation shall, for the purpose of determining the validity of preferences and for all other purposes, be treated as the date of the filing of the petition in insolvency by or against a natural person; provided, however, that if any real or personal property of such corporation shall have been decreed to be sold by any court of equity for the enforcement of a mortgage, deed of trust or deed of trust in the nature of a mortgage; or if there be a power of sale or a consent to a decree for a sale contained in any mortgage, deed of trust or deed of trust in the nature of a mortgage of real or personal property made by such corporation, then (unless with the written consent of the other parties in interest) the receiver of such corporation shall be authorized to sell only the equity of redemption in

1 In Prentiss Co. v. Whitman Co., 88 Md. 243, an execution was in the hands of the sheriff before the receiver was appointed, and the levy was made after appointment and qualification, but before the receiver took possession,-held, good.

2 The suspension by the National Bankruptcy Act of the State insolvent laws, does not affect this provision. See Clark Co. v. Colton, 91 Md. 229. The trustee in bankruptcy has similar powers, but the federal courts cannot, of course, dissolve a state corporation.

the property mentioned in such decree, mortgage, deed of trust or deed of trust in the nature of a mortgage; and, unless such consent be given such decree and the powers of sale contained in such mortgage, deed of trust or deed of trust in the nature of a mortgage may be executed as if proceedings against the corporation had not been instituted.

81. The dissolution of a corporation shall not relieve its stockholders or directors or other officers from any obligations and liabilities imposed on them by law; nor shall it abate any pending suit or proceeding by or against the corporation, and all such suits may be continued with such change of parties, if any, as the court in which the same are pending shall direct. No receiver shall institute suit except by order of the court appointing him; and such suit may be brought in his own name as receiver or (notwithstanding its dissolution) in the name of the corporation, to his use.1

§ 163. Involuntary dissolution. In the absence of statute, a creditor, while he may ask a court of equity to take charge of and distribute among creditors, the assets of an insolvent corporation,-has no right to a dissolution. Again, as long as the majority, acting in good faith, are in favor of going on, the minority shareholders are without remedy, although bankruptcy may be the probable consequence of continuing. Usually, however, insolvency is

1 The dissolution of a corporation matures its obligations,-Union Trust Co. v. Belvedere Hotel Co., 105 Md. 508; U. S. v. Poe, 120 Md. 94. Receivers appointed upon a dissolution of a corporation are sometimes called statutory receivers and their powers are greater than those of the ordinary receiver of a court of chancery, who is merely a conservator of assets. See Gaither v. Stockbridge, 67 Md. 224; Prentiss Company v. Whitman Company, 88 Md. 243; Clark Company v. Colton, 91 Md. 202; Knabe v. Johnson, 107 Md. 620, and see Hughes v. Hall, 117 Md. 547.

2 Howeth v. Coulbourne, 115 Md. 117.

made by statute a ground for involuntary dissolution, and this is the case in Maryland. By the general incorporation law of 1868, as amended by the Act of 1894, Chapter 263, it was provided as follows:

"Whenever any corporation in this State shall have been determined by legal proceedings to be insolvent, or shall be proven to be insolvent by proof offered under any bill filed under the provisions of this section, it shall be deemed to have surrendered its corporate rights, privileges and franchises, and may be adjudged to be dissolved after the hearing, according to the practice of courts of equity in this State, upon a bill filed for that purpose in the Circuit Court of Baltimore city or in the Circuit Court No. 2 of Baltimore city, if the principal office of the corporation is located therein, or in the Circuit Court for any county, if the principal office or place of business of said corporation be therein. located, or if the certificate of its incorporation be recorded therein; and such bill may be filed by any stockholder, shareholder or creditor of said corporation, or by the attorneygeneral of the State of Maryland, or by the State's attorney of the city or county in which the principal office of said corporation is located. But this section shall not apply to any railroad company chartered by this State."

The present law is the Act of 1908, ch. 240, Code (1911), Art. 23, sec. 78:

"Whenever any corporation of this State, other than a railroad, shall have been determined by legal proceedings to be insolvent or shall be proven to be insolvent by proof offered under any bill filed under the provisions of this section, it may be dissolved, after a hearing according to the practice of courts of equity in this State, upon a bill for that purpose filed in a court of equity of the county or city. in which its principal office is located. Such bill may be